PART 8: PROTECTED CELL COMPANIES

8.1. Protected Cell Companies prescribed type of Company for Companies Regulations

For Part 11 (Other types of Company) of the AIFC Companies Regulations, a Protected Cell Company is prescribed as a type of Company.

8.2. Modification of Companies Regulations and general powers of AFSA

8.2.1. In accordance with section 143(2)(b) (Incorporation of prescribed type of Company) of the AIFC Companies Regulations, the application of:

(a) section 74 (Directors) of the AIFC Companies Regulations is modified in relation to its application to a Protected Cell Company to permit a Protected Cell Company to be managed by 1 Director, which may be a Body Corporate;
(b) section 13(4) of the AIFC Companies Regulations is modified such that an application for incorporation of a Protected Cell Company must state that the Protected Cell Company is to be incorporated as a Protected Cell Company; and
(c) section 16(1)(a) of the AIFC Companies Regulations is modified such that the certificate of incorporation issued for a Protected Cell Company must state that the company is incorporated as a Protected Cell Company.

8.2.2. This Part is additional to the provisions of any AIFC Regulations or any other provisions of AIFC Rules that may apply to the incorporation of, or conversion to, a Protected Cell Company, or that may apply to the operations and affairs and winding up of a Protected Cell Company, including, for example, the provisions of the AIFC Companies Regulations, the AIFC Financial Services Framework Regulations, the AIFC Collective Investment Scheme Rules, the AIFC Insolvency Regulations and the AIFC Insolvency Rules.

8.2.3. This Part does not limit any powers of the AFSA under AIFC Financial Services Framework Regulations or any other Legislation Administered by the AFSA.

8.2.4. Where an Umbrella Fund is formed as a Protected Cell Company, the terms in these Rules will have the meanings given to them in rule 4.3 of Schedule 4 (Interpretation).

8.3. Incorporation of, or conversion into, Protected Cell Company

8.3.1. Subject to the AIFC Companies Regulations and any other provisions of these Rules:

(a) a Company may be incorporated, under section 143 (Incorporation of prescribed types of Company) of those Regulations, as a Protected Cell Company; or
(b) an existing Company may, if authorised by its Articles of Association and by a Special Resolution, be converted, under that section, into a Protected Cell Company.

8.3.2. A Company shall not be incorporated as, or operate as, a Protected Cell Company, and an existing company shall not be converted into, or operate as, a Protected Cell Company,unless:

(a) the Company is formed, and will operate, for the main purpose of conducting business which Protected Cell Companies are expressly permitted to be formed and operated for under Legislation Administered by the AFSA; and
(b) the AFSA has given its prior written consent.

8.3.3. An application for consent under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) in relation to a Company must be made to the AFSA by the Company or the Incorporator and must be in the form, contain the information and be accompanied by the documents and additional information, required by the AFSA.

8.3.4. The AFSA may only grant its consent, under subrule 8.3.2, where it is satisfied that the requirements under this Part or under other applicable Legislation Administered by the AFSA are met by the applicant. If the AFSA refuses to give its consent, the AFSA must, as soon as practicable after it makes the decision, give the applicants Written notice of the decision and, if requested by an applicant, give the applicants Written reasons for the decision.

8.3.5. Where under subrule 8.3.2, the AFSA grants consent following any representations from an applicant as to the proposed activities or objectives of the Protected Cell Company, including any such representations in a business plan, the Protected Cell Company must not carry out any activity or pursue any objective contrary to the effect of those representations without obtaining the further prior written consent of the AFSA.

8.3.6. A Protected Cell Company must, ensure that, whenever it uses its name, the name is immediately followed by the words 'Protected Cell Company' or the abbreviation 'PCC'.

8.3.7. To remove any doubt, the relevant words or abbreviations mentioned in subrule 8.3.6 must be used instead of any words or abbreviation that the Protected Cell Company would otherwise have been required or permitted to use immediately following its name under section 37 (Name of Private Company) or 38 (Name of Public Company) of the AIFC Companies Regulations.

8.3.8. Also, to remove any doubt, subrule 8.3.6 does not limit section 21 (Prohibition against use of misleading, deceptive or conflicting Company names) of the AIFC Companies Regulations.

8.3.9. Each Cell of a Protected Cell Company shall have its own distinct name or designation.

8.3.10. The Articles of Association of a Protected Cell Company must state that it is a Protected Cell Company.

8.3.11. A Protected Cell Company may alter its Articles of Association by Special Resolution to comply with this Part and any requirements imposed by the AFSA under or for those Rules.

8.3.12. A Protected Cell Company is a single legal person and the creation by a Protected Cell Company of a cell does not create, in respect of that cell, a legal person separate from the Company.

8.4. Revocation of AFSA consents

8.4.1. The AFSA may, at any time and at its absolute discretion, revoke a consent given for a Protected Cell Company under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) if it considers it necessary or appropriate to do so in the interests of the AIFC. The revocation of a consent under this subrule 8.4.1 shall not have retrospective effect.

8.4.2. Before revoking the consent, the AFSA must consider whether any necessary and appropriate steps have been taken to secure 1 or more of the following under the AIFC Insolvency Regulations:

(a) the appointment of a Cell Receiver in respect of 1 or more Cells;
(b) the appointment of a Receiver or Administrative Receiver for the Protected Cell Company; or
(c) the winding up of the Protected Cell Company.

8.4.3. If the AFSA revokes the consent, the AFSA must, as soon as practicable after it makes the decision, give the Protected Cell Company Written notice of the decision and, if requested by the Company, give the Protected Cell Company Written reasons for the decision.

8.4.4. On receipt of the notice under subrule 8.4.3, the Protected Cell Company must immediately give Written notice of the revocation of the AFSA’s consent to:

(a) each regulatory authority in every jurisdiction to which the consent related before its revocation; and
(b) each Shareholder of the Protected Cell Company.

8.5. Directions by AFSA

8.5.1. The AFSA may, in the interests of the AIFC, give a direction under this rule to a Protected Cell Company or any of its Directors.

8.5.2. Without limiting subrule 8.5.1, a direction under this rule may:

(a) require the Protected Cell Company to cease the issue or redemption, or both the issue and redemption, of Shares or any class of Shares in the Protected Cell Company; or
(b) require the Protected Cell Company, or any Director of the Company, to apply to the Court under the AIFC Insolvency Regulations or AIFC Insolvency Rules for any 1 or more of the following:

(i) make a Cell Receivership Order in relation to one or more Cells;

(ii) the appointment of a Receiver or Administrative Receiver for the Company;

(iii) the winding up of the Company; or

8.5.3. If a consent given for a Protected Cell Company under rule 8.3 (Incorporation of, or conversion into, Protected Cell Company) is revoked, the revocation does not affect the operation of any direction that is then in force in relation to the Protected Cell Company under this rule; and a direction may be given in relation to a Protected Cell Company under this rule if a direction was in force under this rule in relation to the Protected Cell Company when the consent wasrevoked.

8.5.4. However, a direction may not be given under this rule in relation to a Protected Cell Company if a Cell Receivership Order, an order appointing a Receiver or Administrative Receiver, or a winding up order, has been made by the Court in relation to the Company.

8.5.5. If a direction is in force under this rule in relation to a Protected Cell Company, the AFSA may, on its own initiative or on the application of the Protected Cell Company, revoke or the direction if it considers it necessary or appropriate to do so in the interests of the AIFC.

8.5.6. A direction under this rule takes effect:

(a) immediately, if the notice states that it is to take effect immediately; or
(b) on the date specified in the notice.

8.5.7. If the AFSA proposes to give a direction to a Person under this rule, or gives a direction to a Person under this rule with immediate effect, it must give a Written notice about the direction to the Person. If the AFSA gives a notice to a Director of the Protected Cell Company, it must also give a Written notice about the direction to the Protected Cell Company.

8.5.8. A notice given to the Protected Cell Company or a Director of the Protected Cell Companymust:

(a) give details of the direction; and
(b) explain when the direction takes effect; and
(c) state the AFSA’s reasons for giving the direction and for its decision about when the direction takes effect; and
(d) tell the Protected Cell Company or Director that the Protected Cell Company or Director may make representations to the AFSA within the period specified in the notice.

8.5.9. If, having considered any representations made by the Protected Cell Company or Director within the period specified in the notice, the AFSA decides:

(a) to give, or not to give, the direction in the way proposed; or
(b) to give the direction in a way other than the way proposed; or
(c) if the direction has been given to revoke, or not to revoke, the direction; the AFSA must, as soon as practicable after it makes the decision, give the Company or Director Written notice of the decision and must, if the Company or Director requests, give the Company or Director Written reasons for the decision.

8.6. Cell Shares and Share Capital

8.6.1. Unless the context requires otherwise, for the purposes of application of the AIFC Companies Regulations and these Rules to a Protected Cell Company, a reference to a Share is taken to include a reference to a Cell Share and a reference to a Shareholder is taken to include a reference to a holder of Cell Shares.

8.6.2. A Protected Cell Company may, in respect of any of its Cells, create and issue Cell Shares. The Cell Share Capital shall be comprised in the Cellular Assets attributable to the Cell in respect of which the Cell Shares were issued.

8.6.3. The proceeds of the issue of Shares other than Cell Shares created and issued by a Protected Cell Company shall be comprised in the Company's Non-Cellular Assets.

8.6.4. A Protected Cell Company may pay Cellular Dividends in respect of Cell Shares.

8.6.5. Cellular Dividends may be paid in respect of Cell Shares by reference only to the Cellular Assets and liabilities, or the profits and losses, attributable to the Cell in respect of which the Cell Shares were issued; and accordingly, in determining for the purposes of Chapter 8 of Part 7 of the AIFC Companies Regulations, whether or not profits are available for the purpose of paying a Cellular Distribution, no account need be taken of:

(a) the profits and losses, or the assets and liabilities, attributable to any other Cell; or
(b) Non-Cellular Assets and liabilities or profits and losses.

8.7. Shares and Register of Shareholders

8.7.1. Except as provided in subrule 8.7.4, a Protected Cell Company must prepare documentary evidence of title to Cell Shares (in this section referred to as a 'certificate') as follows:

(a) in respect of any new Cell Shares issued by it;
(b) where a Shareholder has transferred part only of his holding back to the Protected Cell Company, in respect of the remainder of that holding;
(c) where a Protected Cell Company has registered a transfer of Cell Shares made to a person other than the Protected Cell Company;

(i) in respect of the Cell Shares transferred to the transferee; and

(ii) in respect of any Cell Shares retained by the transferor which were evidenced by any certificates sent to the Protected Cell Company for the purposes of registering the transfer; and

(d) in respect of any Cell Shares for which the certificate has already been issued but where it appears to the Protected Cell Company that the certificate needs to be replaced as a result of being lost, stolen or destroyed, or having become damaged or worn out.

8.7.2. Certificates need only be prepared in the circumstances referred to in subrule 8.7.1(d) if the Protected Cell Company has received:

(a) a request for a new certificate;
(b) the old certificate, if there is one;
(c) such indemnity as the Protected Cell Company may require; and
(d) such reasonable sum as the Protected Cell Company may require in respect of the expenses incurred by it in complying with the request.

8.7.3. Each certificate must state:

(a) the Cell to which the Cell Shares relate;
(b) the number of Cell Shares, the title to which is evidenced by the certificate;
(c) where the Protected Cell Company has more than one class of Cell Shares, the class of Cell Shares, the title to which is evidenced by the certificate; and
(d) the name of the holder.

8.7.4. Nothing in this Part requires a Company to prepare certificates in the following circumstances:

(a) where the Articles of Association permit issuing Share certification in dematerialised form;
(b) where a Shareholder has indicated to the Company in writing that he does not wish to receive a certificate; or
(c) where legislation applicable in the AIFC provides otherwise for evidencing an entitlement to Shares.

8.7.5. Every Protected Cell Company must keep an index of the names of its Shareholders, which index must:

(a) contain, in relation to each Shareholder, a sufficient indication to enable the account of that Shareholder in the register to be readily found;
(b) specify the particular Cell or Cells to which an account or accounts of that Shareholder relate;
(c) be readily searchable by reference to the account of the Shareholder or by reference to a Cell;
(d) be kept at all times at the same place as the register of Shareholders; and
(e) be altered where necessary within fourteen days after the date of any alteration made to the register of Shareholders.

8.7.6. Nothing in rules 8.7.1 to 8.7.5 is taken to remove the Protected Cell Company’s obligations to identify, obtain and maintain Ultimate Beneficial Ownership information of its Shareholders and, the Registrar’s powers to obtain such information, for the purposes of the AIFC Companies Regulations.

8.8. Share transfers

8.8.1. The Articles of Association of a Protected Cell Company may contain provisions about any matter in relation to Share transfers for which provision is not made by the AIFC Companies Regulations or these Rules.

8.8.2. For section 54 (Transfer and registration of Shares and Debt Securities) of the AIFC Companies Regulations, a Protected Cell Company may refuse to register a transfer of Shares if the transfer would result in a Contravention of any provision of the Protected Cell Company’s Articles of Association.

8.9. Cellular and Non-Cellular Assets

8.9.1. The assets of a Protected Cell Company shall be either Cellular Assets or Non-Cellular Assets.

8.9.2. The Cellular Assets of a Protected Cell Company comprise the assets of the Company attributable to the Cells of the Company.

8.9.3. The assets attributable to a Cell of a Protected Cell Company comprise:

(a) assets represented by the proceeds of Cell Share Capital and reserves, including retained earnings, capital reserves and share premiums, attributable to the Cell; and
(b) all other assets attributable to the Cell.

8.9.4. The Non-Cellular Assets of a Protected Cell Company comprise the assets of the Company which are not Cellular Assets.

8.9.5. Income, receipts and other property or rights of, or acquired by, a Protected Cell Company not otherwise attributable to any Cell shall be applied to, and comprised in, the Company’s Non- Cellular Assets.

8.10. Prohibition on dealings or transactions between Cells

8.10.1. A Protected Cell Company shall not:

(a) transfer a Cellular Asset attributable to one of its Cell to another of its Cell; or
(b) merge or consolidate a Cell of the Company with, or into, one or more other Cells of the Company; except under the authority of, and in accordance with the terms and conditionsof, an order of the Court.

8.10.2. In considering whether or not to make an order relating to a proposed transfer, merger or consolidation referred to in subrule 8.10.1, the Court may:

(a) require the applicant to establish to the satisfaction of the Court:

(i) that the creditors of the Protected Cell Company entitled to have recourse to the Cellular Assets attributable to the relevant Cells consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and

(ii) that the Shareholders of the Protected Cell Company and of each relevant Cell consent to the transfer, merger or consolidation as the case may be or otherwise would not have their interests unfairly prejudiced by the transfer, merger or consolidation; and

(b) hear the representations of the AFSA, if any.

8.10.3. The Court, on hearing an application for an order under this rule 8.10, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.

8.11. Separation of assets

8.11.1. In this rule 8.10.3, ‘Officer’ means:

(a) an Officer as defined in the AIFC Companies Regulations;
(b) a Cell Receiver as defined in the AIFC Insolvency Rules;
(c) a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of a Protected Cell Company; or
(d) a person in accordance with whose instructions or wishes the Directors of a Protected Cell Company are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the Directors or the Protected Cell Company).

8.11.2. Each Director and Officer of a Protected Cell Company shall:

(a) keep Cellular Assets separate and separately identifiable from Non-Cellular Assets;and
(b) keep Cellular Assets attributable to each Cell separate and separately identifiable from Cellular Assets attributable to other Cells.

8.11.3. The duty imposed by subrule 8.11.2 is not breached solely by reason that:

(a) a Director or an Officer of a Protected Cell Company cause or permit Cellular Assets and Non-Cellular Assets to be held:

(i) by or through a nominee; or

(ii) by a company the shares and capital interests of which may be Cellular Assets or Non-Cellular Assets, or a combination of both; or

(b) a Directors or an Officer of a Protected Cell Company cause or permit Cellular Assets or Non-Cellular Assets, or a combination of both, to be collectively invested, or collectively managed by an investment manager, provided that the assets in question remain separately identifiable.

8.11.4. In the event of a contravention of subrule 8.11.2:

(a) each Director and Officer in contravention, as the case may be, shall incur personal liability for any loss or damage as a consequence of the contravention; and
(b) each such Director or Officer shall severally have a right of indemnity against the Non- Cellular Assets of the Company, unless he was fraudulent, reckless or negligent, or acted in bad faith.

8.11.5. Subrule 8.11.4 is subject to subrule 8.13.1.

8.12. Disclosure of dealings with Protected Cell Company

8.12.1. A Protected Cell Company shall:

(a) inform any Person with whom it transacts that it is a Protected Cell Company;
(b) for the purposes of that transaction, identify or specify the Cell in respect of which that Person is transacting, unless that transaction is not a transaction in respect of a particular Cell; and
(c) where the transaction is in respect of a particular Cell, inform the person that the Cellular Assets of that Cell, and only those assets, are available to pay the obligations and liabilities of that Cell.

8.12.2. If, in contravention of subrule 8.12.1, a Protected Cell Company:

(a) fails to inform a Person that he is transacting with a Protected Cell Company, and that person is otherwise unaware that, and has no reasonable grounds to believe that, he is transacting with a Protected Cell Company;
(b) fails to identify or specify the Cell in respect of which a Person is transacting,and that person is otherwise unaware of, and has no reasonable basis of knowing, which Cell he is transacting with; or
(c) fails to inform a person that the Cellular Assets of that Cell, and only those assets, are available to pay the obligations and liabilities of that Cell; then, in any such case:
(a) each Director and Officer shall incur personal liability to that Person in respect of the transaction; and
(b) each such Director or Officer shall severally have a right of indemnity against the Non- Cellular Assets of the Company, unless he was fraudulent, reckless or negligent, or acted in bad faith.

8.12.3. Subrule 8.12.2 is subject to subrule 8.13.1.

8.13. Further provisions concerning personal liability

8.13.1. Notwithstanding subrules 8.11.4 and 8.12.2, the Court may relieve a Director or an Officer, as the case may be, of all or part of his personal liability thereunder if he satisfies the Court that he ought fairly to be so relieved because:

(a) he was not aware of the circumstances giving rise to his liability and, in being not so aware, he was neither fraudulent, reckless or negligent, nor acted in bad faith; or
(b) he expressly objected, and exercised such rights as he had as such a Director or an Officer, whether by way of voting power or otherwise, so as to try to prevent the circumstances giving rise to his liability.

8.13.2. Where, pursuant to subrule 8.13.1, the Court relieves a director or officer of all or part of his personal liability under subrules 8.11.4 and 8.12.2, the Court may order that the liability in question shall instead be met from such of the:

(a) assets of the relevant Cell in respect of which the person was dealing or transacting; or
(b) Non-Cellular Assets of the Protected Cell Company, as may be specified in the order.

8.13.3. Any provision in the Articles of Association of a Protected Cell Company, or any other contractual provision under which the Company may be liable, which purports to:

(a) avoid the incurring of personal liability upon a director or officer in the circumstances described in subrules 8.11.4 and 8.12.2; or
(b) indemnify directors or officers in respect of conduct which would otherwise disentitle them to an indemnity against Non-Cellular Assets by virtue of subrules 8.11.4 or 8.12.2, shall be void.

8.14. Rights of creditors and implied terms

8.14.1. The rights of creditors of a Protected Cell Company shall correspond with the liabilities provided for in rule 8.17.

8.14.2. No such creditor shall have any rights other than the rights referred to in this rule 8.14 and in rules 8.15 and 8.16.

8.14.3. The following terms shall be implied in every transaction entered into by or on behalf of a Protected Cell Company:

(a) that no Person shall seek, whether in any proceedings or by any other means, to use or apply any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell;
(b) that if any Person shall succeed by any means in using or applying any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell, that Person shall be liable to the Protected Cell Company to pay a sum equal to the value of the benefit thereby obtained by that Person; and
(c) that if any Person shall succeed in seizing or attaching or otherwise levying execution against any Cellular Assets attributable to any Cell to satisfy a liability not attributable to that Cell, that Person shall hold those assets or their proceeds in a fiduciary capacity for the Protected Cell Company and shall keep those assets or proceeds separate and identifiable for that purpose.

8.14.4. All sums recovered by a Protected Cell Company as a result of any such obligation as is described in subrule 8.14.3(c) shall be credited against any concurrent liability imposed under the implied term set out in subrule 8.14.3(b).

8.14.5. Any asset or sum recovered by a Protected Cell Company pursuant to the implied term set out in subrules 8.14.3(b) or 8.14.3(c) or by any other means in the events referred to in those subrules shall, after the deduction or payment of any costs of recovery, be applied by the Company so as to compensate the Cell affected.

8.14.6. In the event of any Cellular Assets attributable to a Cell being seized, attached, levied or otherwise taken in execution in respect of a liability not attributable to that Cell, and in so far as such assets or compensation in respect thereof cannot otherwise be restored to the Cell affected, the Protected Cell Company shall:

(a) cause or procure its auditor, acting as expert and not as arbitrator, to certify the value of the assets lost to the Cell affected; and
(b) transfer or pay to the Cell affected, from the Cellular or Non-Cellular Assets to which the liability was attributable, assets or sums sufficient to restore to the Cell affected the value of the assets lost.

8.14.7. Where under subrule 8.14.3(b) a Protected Cell Company is obliged to make a transfer or payment from Cellular Assets attributable to a Cell of the Company, and those assets are insufficient, the Company shall so far as possible make up the deficiency from its Non-CellularAssets.

8.15. Availability of Cellular Assets to creditors

8.15.1. Without prejudice to the provisions of rules 8.14 and 8.16:

(a) Cellular Assets attributable to a particular Cell:
(i) are available only to the creditors of the Protected Cell Company who are creditors in respect of that Cell and who are thereby entitled to have recourse to the Cellular Assets attributable to that Cell; and

(ii) shall be absolutely protected from the Shareholders of the Protected Cell Company and from the creditors of the Protected Cell Company who are not creditors in respect of that Cell and who accordingly are not entitled to have recourse to the Cellular Assets attributable to that Cell; and

(b) Cellular Assets not attributable to a particular Cell of a Protected Cell Company shall not be used to satisfy any liability attributable to that Cell.

8.16. Satisfaction of liabilities attributable to Cells

8.16.1. Where any liability arises which is attributable to a particular Cell of a Protected Cell Company:

(a) the Cellular Assets attributable to that Cell shall be used to satisfy the liability; and
(b) a creditor in respect of that Cell shall not be entitled to have recourse against the Cellular Assets of any other Cell or the Non-Cellular Assets of the Protected CellCompany.

8.16.2. Where any liability arises which is not attributable to a particular Cell of a Protected Cell Company:

(a) the liability shall be satisfied solely from the Protected Cell Company’s NonCellular Assets; and
(b) a creditor in respect of that liability shall not be entitled to have recourse to the Cellular Assets of any Cell of the Protected Cell Company.

8.17. Disputes as to liabilities attributable to Cells

8.17.1. The Court, on the application of the Protected Cell Company or of the creditor in dispute with the Protected Cell Company, and without prejudice to any other right or remedy of any Person, may issue a declaration in the matter of any dispute relating to any one or more of the following:

(a) whether any right is or is not in respect of a particular Cell;
(b) whether any creditor is or is not a creditor in respect of a particular Cell;
(c) whether any liability is or is not attributable to a particular Cell; or
(d) the amount to which any liability is limited.

8.18. Transfer of Cellular Assets from Protected Cell Company

8.18.1. In this rule 8.18, a Cell Transfer Order is an order of the Court authorising the transfer of Cellular Assets attributable to any Cell, but not the Non-Cellular Assets, to another Person, wherever resident or incorporated, and whether or not a Protected Cell Company.

8.18.2. Subject to subrule 8.18.3, no transfer of Cellular Assets attributable to a Cell of a Protected Cell Company may be made except under the authority of, and in accordance with the terms and conditions of, a Cell Transfer Order.

8.18.3. Nothing in this rule 8.18 requires a Protected Cell Company to obtain a Cell Transfer Order to invest, and change investment of, Cellular Assets or otherwise to make payments or transfers from Cellular Assets in the ordinary course of the Protected Cell Company’s business.

8.18.4. In considering whether or not to make a Cell Transfer Order in relation to a Cell, the Courtmay:

(a) require the applicant to establish to the satisfaction of the Court:
(i) that the creditors of the Company entitled to have recourse to the Cellular Assets attributable to the Cell consent to the transfer; or

(ii) that those creditors would not be unfairly prejudiced by the transfer; and

(iii) hear the representations, if any, of the AFSA thereon.

8.18.5. The Court, on hearing an application for a Cell Transfer Order, may make an interim order or an order adjourning the hearing, conditionally or unconditionally.

8.18.6. The Court may attach such conditions as it thinks fit to a Cell Transfer Order, including conditions as to the discharging of claims of creditors entitled to have recourse to the Cellular Assets attributable to the Cell in relation to which the order is sought.

8.18.7. The Court may make a Cell Transfer Order in relation to a Cell notwithstanding that:

(a) a Receiver, Administrative Receiver, or Liquidator has been appointed to act in respect of the Protected Cell Company; or
(b) a Cell Receiver has been appointed in respect of the Cell or any other Cell of the Protected Cell Company.

8.18.8. A transfer under a Cell Transfer Order of Cellular Assets attributable to a Cell of a Protected Cell Company shall not of itself entitle creditors of that Protected Cell Company to have recourse to the assets of the person to whom the Cellular Assets were transferred.

8.18.9. The provisions of this rule 8.18 are without prejudice to any power of a Protected Cell Company lawfully to make payments or transfers from the Cellular Assets attributable to any Cell to a person entitled, in conformity with the provisions of this Part 8 (Protected Cell Companies).8.18 are without prejudice to any power of a Protected Cell Company lawfully to make payments or transfers from the Cellular Assets attributable to any Cell to a person entitled, in conformity with the provisions of this Part 8 (Protected Cell Companies).

About

Firms

Consumers

FinTech

Registration